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  4. [8-K] Versus Systems Inc. Reports Material Event

Versus Systems (NASDAQ: VS) completes $1.7M private share issuance to ASPIS

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Versus Systems Inc. reported an unregistered equity financing tied to its Stock Purchase Agreement with ASPIS Cyber Technologies Inc. On June 26, 2026, the company issued 1,310,969 common shares to ASPIS at $1.29675 per share for total consideration of $1,700,000.

The share issuance was completed under a previously signed agreement dated April 15, 2026. Versus relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, meaning the transaction was conducted as a private placement rather than a public offering.

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Insights

Versus Systems completed a $1.7M private stock sale, adding capital while modestly diluting shareholders.

Versus Systems issued 1,310,969 common shares at $1.29675 each to ASPIS Cyber Technologies for total consideration of $1,700,000. The deal was executed under a Stock Purchase Agreement originally dated April 15, 2026, and closed on June 26, 2026.

The company used exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D, indicating a private placement with qualified investors rather than a public offering. This structure typically reduces transaction complexity and disclosure requirements compared with a registered sale.

The new shares increase the company’s equity base while diluting existing holders by the number of shares issued. Actual impact on valuation depends on how effectively the additional $1,700,000 supports operations or growth initiatives, which is not detailed in this excerpt and may be clarified in future company communications.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares issued 1,310,969 shares Common stock issued to ASPIS on June 26, 2026
Per-share price $1.29675 per share Price for common shares issued to ASPIS
Total consideration $1,700,000 Aggregate value of shares sold to ASPIS
SPA date April 15, 2026 Date of Stock Purchase Agreement with ASPIS
Closing date June 26, 2026 Date transactions under SPA were consummated
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Stock Purchase Agreement financial
"consummated the transactions contemplated by its Stock Purchase Agreement (the “SPA”)"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration under Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506(b) of Regulation D regulatory
"Rule 506(b) of Regulation D promulgated under the Securities Act."
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001701963 0001701963 2026-06-26 2026-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 26, 2026

 

VERSUS SYSTEMS INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-39885   46-4542599
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

3500 South DuPont Hwy.

Dover, DE 19901

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (604) 639-4457

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   VS   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities. 

 

On June 26, 2026, Versus Systems, Inc. (the “Company”) consummated the transactions contemplated by its Stock Purchase Agreement (the “SPA”) with ASPIS Cyber Technologies, Inc. (“ASPIS”), dated April 15, 2026. Specifically, the Company has issued to ASPIS 1,310,969 shares of Company common stock at a per share price of $1.29675 and total consideration of $1,700,000. The SPA was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 15, 2026. The issuance of such shares pursuant to the SPA is exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VERSUS SYSTEMS INC.
     
Date: June 29, 2026 By: /s/ Luis Goldner
  Name: Luis Goldner
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Versus Systems (VS) announce in this 8-K filing?

Versus Systems announced it issued new common shares to ASPIS Cyber Technologies in a private transaction. The company completed a stock sale under a prior Stock Purchase Agreement, receiving cash consideration instead of conducting a public offering.

How many Versus Systems (VS) shares were issued to ASPIS and at what price?

Versus Systems issued 1,310,969 common shares to ASPIS Cyber Technologies at a price of $1.29675 per share. This fixed per-share price defined the consideration ASPIS paid in the private placement transaction completed on June 26, 2026.

What was the total consideration Versus Systems (VS) received in this transaction?

Versus Systems received total consideration of $1,700,000 for the newly issued common shares. This amount reflects 1,310,969 shares sold at $1.29675 each under the Stock Purchase Agreement originally dated April 15, 2026, between the company and ASPIS.

When did the Versus Systems (VS) stock sale to ASPIS close?

The stock sale closed on June 26, 2026, when Versus Systems consummated the transactions under the Stock Purchase Agreement. The agreement itself was dated April 15, 2026, with closing and share issuance occurring later after conditions were satisfied.

What agreement governed the Versus Systems (VS) share issuance to ASPIS?

The issuance was governed by a Stock Purchase Agreement between Versus Systems and ASPIS Cyber Technologies dated April 15, 2026. This agreement specified the number of shares, pricing, and conditions that led to closing and share delivery on June 26, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents